Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2015 | Jan. 20, 2016 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2015 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | WESTELL TECHNOLOGIES INC | |
Entity Central Index Key | 1,002,135 | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Accelerated Filer | |
Class A Common Stock | ||
Entity Common Stock, Shares Outstanding | 47,091,808 | |
Class B Common Stock | ||
Entity Common Stock, Shares Outstanding | 13,937,151 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 33,559 | $ 14,026 |
Short-term investments | 1,242 | 23,906 |
Accounts receivable (net of allowance of $47 and $53 at December 31, 2015, and March 31, 2015, respectively) | 12,626 | 11,845 |
Inventories | 14,071 | 16,205 |
Prepaid expenses and other current assets | 2,519 | 3,285 |
Land held-for-sale | 264 | |
Total current assets | 64,017 | 69,531 |
Property and equipment, gross | 17,762 | 16,084 |
Less accumulated depreciation and amortization | (13,471) | (12,481) |
Property and equipment, net | 4,291 | 3,603 |
Intangible assets, net | 21,693 | 25,942 |
Other non-current assets | 108 | 258 |
Total assets | 90,109 | 99,334 |
Current liabilities: | ||
Accounts payable | 7,288 | 4,011 |
Accrued expenses | 3,748 | 4,602 |
Restructuring Reserve, Current | 1,092 | 1,161 |
Accrued compensation | 2,189 | 974 |
Contingent consideration payable | 714 | 1,184 |
Deferred revenue | 1,199 | 2,415 |
Total current liabilities | 16,230 | 14,347 |
Deferred revenue non-current | 1,154 | 751 |
Deferred income tax liability | 75 | 46 |
Restructuring Reserve, Noncurrent | 827 | 1,642 |
Contingent consideration payable non-current | 400 | |
Other non-current liabilities | 333 | 409 |
Total liabilities | $ 18,619 | $ 17,595 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity: | ||
Preferred stock, par $0.01, Authorized - 1,000,000 shares. Issued and outstanding - none | $ 0 | $ 0 |
Additional paid-in capital | 413,997 | 413,026 |
Treasury stock at cost – 17,542,175 and 17,466,855 shares at December 31, 2015, and March 31, 2015, respectively | (35,153) | (35,066) |
Cumulative translation adjustment | 608 | 608 |
Accumulated deficit | (308,572) | (297,436) |
Total stockholders’ equity | 71,490 | 81,739 |
Total liabilities and stockholders’ equity | 90,109 | 99,334 |
Class A Common Stock | ||
Stockholders’ equity: | ||
Common stock, value | 471 | 468 |
Class B Common Stock | ||
Stockholders’ equity: | ||
Common stock, value | $ 139 | $ 139 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 31, 2015 |
Accounts receivable, allowance | $ 47 | $ 53 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Treasury stock, shares | 17,542,175 | 17,466,855 |
Class A Common Stock | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 109,000,000 | 109,000,000 |
Common stock, shares outstanding | 47,091,808 | 46,839,361 |
Class B Common Stock | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 25,000,000 | 25,000,000 |
Common stock, shares issued | 13,937,151 | 13,937,151 |
Common stock, shares outstanding | 13,937,151 | 13,937,151 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |||
Income Statement [Abstract] | ||||||
Revenue | $ 20,215 | $ 14,043 | $ 67,299 | $ 65,514 | ||
Cost of revenue | 12,252 | 9,648 | 40,676 | 43,370 | ||
Gross profit | 7,963 | 4,395 | 26,623 | 22,144 | ||
Operating expenses: | ||||||
Sales and marketing | 3,900 | 2,719 | 11,209 | 9,064 | ||
Research and development | 4,893 | 4,353 | 14,604 | 13,128 | ||
General and administrative | 2,627 | 2,797 | 8,089 | 9,131 | ||
Intangible amortization | 1,418 | 1,562 | 4,249 | 4,857 | ||
Restructuring | 0 | 0 | 17 | 55 | ||
Goodwill impairment | 20,547 | 31,997 | ||||
Total operating expenses | 12,838 | 31,978 | 38,168 | 68,232 | ||
Operating income (loss) | (4,875) | (27,583) | (11,545) | (46,088) | ||
Other income (expense), net | 85 | (29) | 62 | 16 | ||
Income (loss) before income taxes and discontinued operations | (4,790) | (27,612) | (11,483) | (46,072) | ||
Income tax benefit (expense) | (7) | 72 | 75 | 170 | ||
Net income (loss) from continuing operations | (4,797) | (27,540) | (11,408) | (45,902) | ||
Discontinued Operations: | ||||||
Income from discontinued operations, net of income tax of $172 for the nine months ended December 31, 2015 | 272 | |||||
Net income (loss) (1) | [1] | $ (4,797) | $ (27,540) | $ (11,136) | $ (45,902) | |
Basic net income (loss) per share: | ||||||
Basic net income (loss) from continuing operations | $ (0.08) | $ (0.46) | $ (0.19) | $ (0.77) | ||
Basic net income (loss) from discontinued operations | 0 | 0 | 0 | 0 | ||
Basic net income (loss) (2) | (0.08) | (0.46) | (0.18) | [2] | (0.77) | |
Diluted net income (loss) per share: | ||||||
Diluted net income (loss) from continuing operations | (0.08) | (0.46) | (0.19) | (0.77) | ||
Diluted net income (loss) from discontinued operations | 0 | 0 | 0 | 0 | ||
Diluted net income (loss) (2) | $ (0.08) | $ (0.46) | $ (0.18) | [2] | $ (0.77) | |
Weighted-average number of common shares outstanding: | ||||||
Basic (shares) | 60,810 | 60,016 | 60,765 | 59,885 | ||
Effect of dilutive securities: restricted stock, restricted stock units, performance stock units and stock options (3) | [3] | 0 | 0 | 0 | 0 | |
Diluted (shares) | 60,810 | 60,016 | 60,765 | 59,885 | ||
[1] | Net income (loss) and comprehensive income (loss) are the same for the periods reported. | |||||
[2] | Totals may not sum due to rounding. | |||||
[3] | The Company had 3.6 million and 3.5 million shares represented by common stock equivalents for the three and nine months ended December 31, 2015 and 3.1 million and 3.5 million shares represented by common stock equivalents for the three and nine months ended December 31, 2014, respectively, which were not included in the computation of average dilutive shares outstanding because they were anti-dilutive. In periods with a net loss from continuing operations, the basic loss per share equals the diluted loss per share as all common stock equivalents are excluded from the per share calculation. |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Operations Condensed Consolidated Statements of Operations Parenthetical (Unaudited) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Statement [Abstract] | ||||
Discontinued Operation, Tax Effect of Discontinued Operation | $ 172 | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3.6 | 3.1 | 3.5 | 3.5 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Cash flows from operating activities: | |||
Net income (loss) | [1] | $ (11,136) | $ (45,902) |
Reconciliation of net loss to net cash used in operating activities: | |||
Depreciation and amortization | 5,335 | 5,599 | |
Goodwill impairment | 31,997 | ||
Stock-based compensation | 974 | 1,628 | |
Restructuring | 17 | 55 | |
Deferred taxes | 29 | ||
Exchange rate loss | 17 | 8 | |
Changes in assets and liabilities: | |||
Accounts receivable | (791) | 8,699 | |
Inventories | 2,134 | 1,147 | |
Prepaid expenses and other current assets | 766 | (780) | |
Other assets | 150 | 146 | |
Deferred revenue | (813) | (1,270) | |
Accounts payable and accrued expenses | 1,347 | (2,622) | |
Accrued compensation | 1,215 | (3,436) | |
Net cash provided by (used in) operating activities | (756) | (4,731) | |
Cash flows from investing activities: | |||
Maturities of held-to-maturity short-term debt securities | 17,583 | 18,072 | |
Maturities of other short-term investments | 7,912 | 1,476 | |
Purchases of held-to-maturity short-term debt securities | (2,831) | (20,773) | |
Purchases of other short-term investments | (8,413) | ||
Proceeds from sale of land | 264 | ||
Purchases of property and equipment | (1,776) | (1,773) | |
Acquisitions, net of cash acquired | (304) | ||
Net cash provided by (used in) investing activities | 21,152 | (11,715) | |
Cash flows from financing activities: | |||
Purchases of treasury stock | (87) | (692) | |
Proceeds from stock options exercised | 155 | ||
Payment of contingent consideration | (770) | (1,104) | |
Net cash provided by (used in) financing activities | (857) | (1,641) | |
Gain (loss) of exchange rate changes on cash | (6) | (7) | |
Net increase (decrease) in cash and cash equivalents | 19,533 | (18,094) | |
Cash and cash equivalents, beginning of period | 14,026 | 35,793 | |
Cash and cash equivalents, end of period | $ 33,559 | $ 17,699 | |
[1] | Net income (loss) and comprehensive income (loss) are the same for the periods reported. |
Basis of Presentation (Notes)
Basis of Presentation (Notes) | 9 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation Description of Business Westell Technologies, Inc. (the Company) is a holding company. Its wholly-owned subsidiary, Westell, Inc., designs and distributes telecommunications products which are sold primarily to major telephone companies. Noran Tel, Inc. is a wholly-owned subsidiary of Westell, Inc. Noran Tel's operations focus on power distribution product development. On April 1, 2013, Westell, Inc. acquired 100% of the outstanding shares of Kentrox, Inc. (Kentrox). Kentrox designed and distributed intelligent site management solutions that provided comprehensive monitoring, management and control of any site. On March 1, 2014, Westell, Inc. acquired 100% of the outstanding shares of Cellular Specialties, Inc. (CSI). CSI designed and developed in-building wireless solutions, including distributed antenna systems (DAS) products and small cell connectivity equipment. The assets and liabilities acquired and the results of operations relating to Kentrox and CSI are included in the Company's Condensed Consolidated Financial Statements from the dates of acquisitions. Basis of Presentation and Reporting The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. The Condensed Consolidated Financial Statements have been prepared using generally accepted accounting principles (GAAP) in the United States for interim financial reporting, and consistent with the instructions of Form 10-Q and Article 10 of Regulation S-X, and accordingly they do not include all of the information and footnotes required in the annual consolidated financial statements and accompanying footnotes. The Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and accompanying notes included in the Company’s Annual Report on Form 10-K/A for the year ended March 31, 2015 . All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the unaudited interim financial statements included herein reflect all adjustments, consisting of normal recurring adjustments, necessary to present fairly the Company’s condensed consolidated financial position and the results of operations, comprehensive income (loss) and cash flows at December 31, 2015 , and for all periods presented. The results of operations for the periods presented are not necessarily indicative of the results that may be expected for fiscal year 2016 . Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and that affect revenue and expenses during the periods reported. Estimates are used when accounting for the allowance for uncollectible accounts receivable, net realizable value of inventory, product warranty accrued, relative selling prices, stock-based compensation, goodwill and intangible assets fair value, depreciation, income taxes, and contingencies, among other things. Actual results could differ from those estimates. Recently Issued Accounting Pronouncements Adopted In November 2015, the Financial Accounting Standards Board (FASB) issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes (ASU 2015-17), which requires that all tax liabilities and assets be classified as non-current in a classified statement of financial position. ASU 2015-17 is effective for annual reporting periods beginning after December 15, 2016. In the quarter ended December 31, 2015, the Company early adopted ASU 2015-17 with retrospective application, which resulted in the following reclassification from current deferred income taxes to non-current deferred income taxes on the Consolidated Balance Sheets as of March 31, 2015: Balance Sheet Classification March 31, 2015 (As Reported) Reclassification March 31, 2015 (As Reclassified) Deferred income taxes $ 1,043 $ (1,043 ) $ — Deferred income tax liability $ 1,089 $ (1,043 ) $ 46 In September 2015, the FASB issued ASU 2015-16, Business Combinations: Simplifying the Accounting for Measurement-Period Adjustments (ASU 2015-16), which eliminates the requirement to retroactively account for measurement-period adjustments to provisional amounts recognized in a business combination. Under the new guidance, the measurement-period adjustments must be recognized in the period in which adjustments are determined, including the effect on earnings of any amounts that would have been recorded in previous periods. The standard is effective for the Company's financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The Company adopted this guidance in the second quarter of fiscal year 2016 with no impact on the Consolidated Financial Statements because there were no open measurement periods. Recently Issued Accounting Pronouncements Not Yet Adopted In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory (ASU 2015-11). The core principle of the guidance is that an entity should measure inventory at the "lower of cost and net realizable value" and options that currently exist for "market value" will be eliminated. The ASU defines net realizable value as the "estimated selling prices in the ordinary course of business, less reasonably predictable cost of completion, disposal, and transportation." The standard is effective for the Company's financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on its Consolidated Financial Statements or related disclosures. In June 2015, the FASB issued ASU No. 2015-10, Technical Corrections and Improvements (ASU 2015-10) , which covers a wide range of topics in the FASB Accounting Standards Codification (the Codification). The amendments in this update represent changes to clarify the Codification, correct unintended application of guidance, or make minor improvements to the Codification that are not expected to have a significant effect of current accounting practice or create a significant administrative cost at most entities. The amendments in ASU 2015-10 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early application is permitted. The Company does not expect the adoption of this standard to have a material impact on its Consolidated Financial Statements or related disclosures. In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15) , to provide guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. The amendments in this update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company does not expect the adoption of ASU 2014-15 to have a significant impact on its Consolidated Financial Statements or related disclosures. In May 2014, the FASB issued ASU No. 2014-09, Revenue From Contracts With Customers (ASU 2014-09) , that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The ASU is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. Entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. ASU 2014-09 was originally effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period and early adoption was not permitted. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date , as a revision to ASU 2014-09, which revised the effective date to fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted, but not prior to periods beginning after December 15, 2016 (the original adoption date per ASU 2014-09). The Company is currently assessing the transition methods and impact these ASUs will have on its Consolidated Financial Statements. Reclassifications Certain amounts in the Condensed Consolidated Statement of Operations for the nine months ended December 31, 2015 have been reclassified to conform to the current period presentation. Additionally, certain amounts in the Condensed Consolidated Balance Sheets for prior periods have been reclassified to reflect the impact of adoption of ASU 2015-17 described above. These reclassifications had no impact on previously reported amounts for total stockholders' equity or net income (loss). |
Restructuring Charge (Notes)
Restructuring Charge (Notes) | 9 Months Ended |
Dec. 31, 2015 | |
Restructuring Charges [Abstract] | |
Restructuring Charge | Restructuring Charge In the fourth quarter of fiscal year 2015, the Company approved a plan to restructure its business, including reduction of headcount and consolidation of office space within the Aurora headquarters facility, with the intent to optimize operations. The restructuring was substantially completed during the fourth quarter of fiscal year 2015 and impacted 17 employees. The Company recognized a restructuring expense of $3.2 million in the three months ended March 31, 2015, inclusive of a non-cash charge of $2.7 million related to a loss on a lease, net of sublease income. The Company recognized a restructuring expense of $17,000 in the nine months ended December 31, 2015 related to employee separation costs. As of December 31, 2015 , $1.1 million and $0.8 million of the restructuring costs primarily related to the office space are unpaid and accrued on the Condensed Consolidated Balance Sheets presented in accrued restructuring and accrued restructuring non-current, respectively. As of March 31, 2015, $1.2 million and $1.6 million of the restructuring costs primarily related to the office space are unpaid and accrued on the Condensed Consolidated Balance Sheets presented in accrued restructuring and accrued restructuring non-current, respectively. The restructuring costs are expected to be paid in full by fiscal year 2018 concurrent with the termination date of the contractual lease. In the first quarter of fiscal year 2014, the Company acquired Kentrox and identified redundant employees who exited the business after a period of time. The Company recognized a restructuring expense of $55,000 in the nine months ended December 31, 2014 for severance for these transitional employees. Total liability for restructuring charges and their utilization for the nine months ended December 31, 2015 , and 2014 , are summarized as follows: Nine months ended December 31, 2015 Nine months ended December 31, 2014 (in thousands) Employee-related Other costs Total Employee-related Liability at beginning of period $ 15 $ 2,788 $ 2,803 $ 57 Charged 17 — 17 55 Paid (32 ) (869 ) (901 ) (112 ) Liability at end of period $ — $ 1,919 $ 1,919 $ — |
Interim Segment Information (No
Interim Segment Information (Notes) | 9 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Interim Segment Information | Interim Segment Information Segment information is presented in accordance with a “management approach", which designates the internal reporting used by the chief operating decision-maker (CODM) for making decisions and assessing performance as the source of the Company's reportable segments. Westell’s Chief Executive Officer is the CODM. The CODM continues to define segment profit as gross profit less research and development expenses. The accounting policies of the segments are the same as those for Westell Technologies, Inc. described in the summary of significant accounting policies. The Company’s two reportable segments are as follows: In-Building Wireless (IBW) Segment The IBW segment solutions include distributed antenna systems (DAS) conditioners, high-performance digital repeaters and bi-directional amplifiers (BDAs), and system components and antennas, all used by wireless service providers and neutral-party hosts to fine tune radio frequency (RF) signals that helps extend coverage to areas not served well or at all by traditional cell sites. Communication Solutions Group (CSG) Segment The CSG segment solutions include intelligent site management (ISM), cell site optimization (CSO), and outside plant (OSP) as follows: • ISM solutions include a suite of Remote monitoring and control devices which, when combined with the Company's Optima management system, provides comprehensive machine-to-machine (M2M) communications that enable operators to remotely monitor, manage, and control site infrastructure and support systems. • CSO solutions consist of tower mounted amplifiers (TMAs), small outdoor-hardened units mounted next to antennas on cell towers, enabling wireless service providers to improve the overall performance of a cell site, including increasing data throughput and reducing dropped connections. • OSP solutions, which are sold to wireline and wireless service providers as well as industrial network operators, consist of a broad range of offerings, including cabinets, enclosures, and mountings; synchronous optical networks/time division multiplexing (SONET/TDM) network interface units; power distribution units; copper and fiber connectivity panels; hardened Ethernet switches; and systems integration services. Segment information for the three and nine months ended December 31, 2015 , and 2014 is set forth below: Three months ended December 31, 2015 (in thousands) IBW CSG Total Revenue $ 8,680 $ 11,535 $ 20,215 Cost of revenue 5,361 6,891 12,252 Gross profit 3,319 4,644 7,963 Gross margin 38.2 % 40.3 % 39.4 % Research and development 2,701 2,192 4,893 Segment profit (loss) $ 618 $ 2,452 3,070 Operating expenses: Sales and marketing 3,900 General and administrative 2,627 Intangible amortization 1,418 Restructuring — Operating income (loss) (4,875 ) Other income (expense), net 85 Income tax benefit (expense) (7 ) Net income (loss) from continuing operations $ (4,797 ) Three months ended December 31, 2014 (in thousands) IBW CSG Total Revenue $ 5,414 $ 8,629 $ 14,043 Cost of revenue 3,504 6,144 9,648 Gross profit 1,910 2,485 4,395 Gross margin 35.3 % 28.8 % 31.3 % Research and development 2,342 2,011 4,353 Segment profit (loss) $ (432 ) $ 474 42 Operating expenses: Sales and marketing 2,719 General and administrative 2,797 Intangible amortization 1,562 Restructuring — Goodwill impairment 20,547 Operating income (loss) (27,583 ) Other income (expense), net (29 ) Income tax benefit (expense) 72 Net income (loss) from continuing operations $ (27,540 ) Nine months ended December 31, 2015 (in thousands) IBW CSG Total Revenue $ 28,569 $ 38,730 $ 67,299 Cost of revenue 16,702 23,974 40,676 Gross profit 11,867 14,756 26,623 Gross margin 41.5 % 38.1 % 39.6 % Research and development 8,638 5,966 14,604 Segment profit (loss) $ 3,229 $ 8,790 12,019 Operating expenses: Sales and marketing 11,209 General and administrative 8,089 Intangible amortization 4,249 Restructuring 17 Operating income (loss) (11,545 ) Other income (expense), net 62 Income tax benefit (expense) 75 Net income (loss) from continuing operations $ (11,408 ) Nine months ended December 31, 2014 (in thousands) IBW CSG Total Revenue $ 30,632 $ 34,882 $ 65,514 Cost of revenue 18,543 24,827 43,370 Gross profit 12,089 10,055 22,144 Gross margin 39.5 % 28.8 % 33.8 % Research and development 6,640 6,488 13,128 Segment profit (loss) $ 5,449 $ 3,567 9,016 Operating expenses: Sales and marketing 9,064 General and administrative 9,131 Intangible amortization 4,857 Restructuring 55 Goodwill impairment 31,997 Operating income (loss) (46,088 ) Other income (expense), net 16 Income tax benefit (expense) 170 Net income (loss) from continuing operations $ (45,902 ) Segment asset information is not reported to or used by the CODM. |
Inventories (Notes)
Inventories (Notes) | 9 Months Ended |
Dec. 31, 2015 | |
Inventory, Net [Abstract] | |
Inventories | Inventories Inventories are stated at the lower of first-in, first-out cost or market value. The components of inventories are as follows: (in thousands) December 31, 2015 March 31, 2015 Raw materials $ 5,823 $ 5,392 Work-in-process 170 189 Finished goods 8,078 10,624 Total inventories $ 14,071 $ 16,205 |
Stock-Based Compensation (Notes
Stock-Based Compensation (Notes) | 9 Months Ended |
Dec. 31, 2015 | |
Share-based Compensation [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Westell Technologies, Inc. 2015 Omnibus Incentive Compensation Plan (the 2015 Plan) was approved at the annual meeting of stockholders on September 16, 2015. The 2015 Plan replaces the Westell Technologies, Inc. 2004 Stock Incentive Plan (the 2004 Plan). As of the adoption of the 2015 Plan, a total of 10,018,133 shares of Class A Common Stock (Shares) were available for issuance. If any award granted under the 2015 Plan or the 2004 Plan is canceled, terminates, expires, or lapses for any reason, any Shares subject to such award shall again be available for the grant of an award under the 2015 Plan. Shares subject to an award shall not again be made available for issuance under the Plan if such Shares are: (a) Shares delivered to or withheld by the Company to pay the grant or purchase price of an award, or (b) Shares delivered to or withheld by the Company to pay the withholding taxes related to an award. Any awards or portions thereof that are settled in cash and not in Shares shall not be counted against the foregoing Share limit. The following table is a summary of total stock-based compensation expense resulting from stock options, restricted stock, restricted stock units (RSUs) and performance stock units (PSUs), during the three and nine months ended December 31, 2015 , and 2014 : Three months ended December 31, Nine months ended December 31, (in thousands) 2015 2014 2015 2014 Stock-based compensation expense $ 264 $ 514 $ 974 $ 1,628 Income tax benefit — — — — Total stock-based compensation expense after taxes $ 264 $ 514 $ 974 $ 1,628 The stock options, restricted stock awards, and RSUs awarded under the 2004 Plan in the nine months ended December 31, 2015 , vest in equal annual installments over four years. The stock options, restricted stock awards, and RSUs awarded under the 2015 Plan in the nine months ended December 31, 2015 , vest in equal annual installments over three years for employees and one year for independent directors. PSUs earned vest over the performance period, as described below. Stock Options Stock option activity for the nine months ended December 31, 2015 , is as follows: Shares Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (1) (in thousands) Outstanding on March 31, 2015 1,170,515 $ 2.20 2.9 $ — Granted 1,312,500 1.21 Exercised — — Forfeited (292,500 ) 1.53 Expired (403,015 ) 2.37 Outstanding on December 31, 2015 1,787,500 $ 1.54 5.1 $ 72 (1) The intrinsic value for the stock options is calculated based on the difference between the exercise price of the underlying awards and the Westell Technologies’ closing stock price as of the reporting date. The weighted-average grant date fair value of stock options granted during the nine months ended December 31, 2015 was $0.46 per share. Restricted Stock The following table sets forth restricted stock activity for the nine months ended December 31, 2015 : Shares Weighted-Average Grant Date Fair Value Non-vested as of March 31, 2015 170,000 $ 2.98 Granted 110,000 1.18 Vested (62,500 ) 2.94 Forfeited — — Non-vested as of December 31, 2015 217,500 $ 2.07 RSUs The following table sets forth the RSU activity for the nine months ended December 31, 2015 : Shares Weighted-Average Grant Date Fair Value Non-vested as of March 31, 2015 1,409,750 $ 2.72 Granted 1,142,500 1.20 Vested (192,000 ) 2.75 Forfeited (657,875 ) 2.19 Non-vested as of December 31, 2015 1,702,375 $ 1.90 PSUs The PSUs vest in annual increments based on the achievement of pre-established Company performance goals and continued employment. The number of PSUs earned, if any, can range from 0% to 200% of the target amount, depending on actual performance for four fiscal years following the grant date. Upon vesting, the PSUs convert into shares of Class A Common Stock on a one-for-one basis. The following table sets forth the PSU activity for the nine months ended December 31, 2015 : Shares Weighted-Average Grant Date Fair Value Non-vested as of March 31, 2015 (at target) 181,888 $ 3.14 Granted, at target — — Vested (25,767 ) 2.47 Forfeited (92,046 ) 3.22 Non-vested as of December 31, 2015 (at target) 64,075 $ 3.29 |
Product Warranties (Notes)
Product Warranties (Notes) | 9 Months Ended |
Dec. 31, 2015 | |
Product Warranties Disclosures [Abstract] | |
Product Warranties | Product Warranties The Company’s products carry a limited warranty ranging from one to five years for the products within the IBW segment and one to seven years for products within the CSG segment. The specific terms and conditions of those warranties vary depending upon the customer and the products sold. Factors that affect the estimate of the Company’s warranty reserve include: the number of units shipped, anticipated rates of warranty claims, and cost per claim. The Company periodically assesses the adequacy of its recorded warranty liability and adjusts the reserve as necessary. The current portions of the warranty reserve are $411,000 and $383,000 as of December 31, 2015 , and March 31, 2015 , respectively, and are presented on the Condensed Consolidated Balance Sheets in Accrued expenses. The non-current portions of the warranty reserves are $161,000 and $122,000 as of December 31, 2015 , and March 31, 2015 , respectively, and are presented on the Condensed Consolidated Balance Sheets in Other non-current liabilities. The following table presents the changes in the Company’s product warranty reserve: Three months ended December 31, Nine months ended December 31, (in thousands) 2015 2014 2015 2014 Total product warranty reserve at the beginning of the period $ 520 $ 666 $ 505 $ 328 Warranty expense to cost of revenue 75 64 229 474 Utilization (23 ) (35 ) (162 ) (107 ) Total product warranty reserve at the end of the period $ 572 $ 695 $ 572 $ 695 |
Variable Interest Entity and Gu
Variable Interest Entity and Guarantee (Notes) | 9 Months Ended |
Dec. 31, 2015 | |
Guarantees [Abstract] | |
Equity Method Investment [Text Block] | Variable Interest Entity and Guarantee The Company has a 50% equity ownership in AccessTel Kentrox Australia PTY LTD (AKA). AKA distributes network management solutions provided by the Company and the other 50% owner to one customer. The Company holds equal voting control with the other owner. All actions of AKA are decided at the board level by majority vote. The Company evaluated ASC 810, Consolidations , and concluded that AKA is a variable interest entity (VIE). The Company has concluded that it is not the primary beneficiary of AKA and therefore consolidation is not required. As of December 31, 2015 , and March 31, 2015 , the carrying amount of the Company's investment in AKA was approximately $0.1 million , which is presented on the Condensed Consolidated Balance Sheets within Other non-current assets. The Company's revenue from sales to AKA for the three months ended December 31, 2015 and 2014 was $1.1 million and $0.3 million , respectively. The Company's revenue from sales to AKA for the nine months ended December 31, 2015 and 2014 was $2.5 million and $1.4 million , respectively. Accounts receivable from AKA was $1.0 million and $0.4 million as of December 31, 2015 , and March 31, 2015 , respectively. Deferred revenue which primarily relates to AKA maintenance contracts was $1.6 million and $1.1 million as of December 31, 2015 and March 31, 2015 , respectively. The Company also has provided an unlimited guarantee for the performance of the other 50% owner in AKA, which primarily provides support and engineering services to the customer. This guarantee was put in place at the request of the AKA customer. The guarantee, which is estimated to have a maximum potential future payment of $0.7 million , will stay in place as long as the contract between AKA and the customer is in place. The Company would have recourse against the other 50% owner in AKA in the event the guarantee is triggered. The Company determined that it could perform on the obligation it guaranteed at a positive rate of return and therefore did not assign value to the guarantee. The Company's exposure to loss as a result of its involvement with AKA, exclusive of lost profits, is limited to the items noted above. |
Income Taxes (Notes)
Income Taxes (Notes) | 9 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes At the end of each interim period, the Company makes its best estimate of the effective tax rate expected to be applicable for the full fiscal year and uses that rate to provide for income taxes on a current year-to-date basis before discrete items. If a reliable estimate cannot be made, the Company may make a reasonable estimate of the annual effective tax rate, including use of the actual effective rate for the year-to-date. The impact of discrete items is recorded in the quarter in which they occur. The Company utilizes the liability method of accounting for income taxes and deferred taxes which are determined based on the differences between the financial statements and tax basis of assets and liabilities given the enacted tax laws. The Company evaluates the need for valuation allowances on the net deferred tax assets under the rules of ASC 740, Income Taxes. In assessing the realizability of the Company's deferred tax assets, the Company considered whether it is more likely than not that some or all of the deferred tax assets will be realized through the generation of future taxable income. In making this determination, the Company assessed all of the evidence available at the time including recent earnings, forecasted income projections and historical performance. The Company determined that the negative evidence outweighed the objectively verifiable positive evidence and previously recorded a full valuation allowance against deferred tax assets. The Company will continue to reassess realizability going forward. The Company recorded $7,000 of income tax expense and $75,000 of income tax benefit in the three and nine months ended December 31, 2015 , using an effective income tax rate of 1.0% plus discrete items. The Company recorded $72,000 and $170,000 of income tax benefit in the three and nine months ended December 31, 2014 , using an effective rate of 0.2% plus discrete items. The effective rate is impacted by the intraperiod allocation as a result of loss from continuing operations and income from discontinued operations, loss in a foreign jurisdiction with no valuation allowance, and states which base tax on gross margin and not pretax income. |
Commitments and Contingencies (
Commitments and Contingencies (Notes) | 9 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Obligations Future obligations and commitments, which are comprised of future minimum lease payments, inventory purchase obligations, and contingent consideration, decreased $2.4 million in the nine months ended December 31, 2015 , to $14.8 million , from $17.2 million at March 31, 2015 . This decrease included a $0.8 million payment of contingent consideration. Purchase obligations relate to inventory that arises in the normal course of business operations. Future obligations and commitments as of December 31, 2015 , consisted of the following: Payments due within (in thousands) Year 1 Year 2 Year 3 Year 4 Year 5 Thereafter Total Purchase obligations (1) $ 8,932 $ — $ — $ — $ — $ — $ 8,932 Future minimum operating lease payments 3,184 1,573 280 87 — — 5,124 Contingent consideration 714 — — — — — 714 Future obligations and commitments $ 12,830 $ 1,573 $ 280 $ 87 $ — $ — $ 14,770 (1) A reserve for a net loss on firm purchase commitments of $349,000 and $675,000 is recorded on the balance sheet as of December 31, 2015 and March 31, 2015, respectively. Litigation and Contingency Reserves The Company and its subsidiaries are involved in various assertions, claims, proceedings and requests for indemnification concerning intellectual property, including patent infringement suits involving technologies that may be incorporated in the Company’s products, which are being handled and defended in the ordinary course of business. These matters are in various stages of investigation and litigation, and they are being vigorously defended. Although the Company does not expect that the outcome in any of these matters, individually or collectively, will have a material adverse effect on its financial condition or results of operations, litigation is inherently unpredictable. Therefore, judgments could be rendered, or settlements entered, that could adversely affect the Company’s operating results or cash flows in a particular period. The Company routinely assesses all of its litigation and threatened litigation as to the probability of ultimately incurring a liability, and it records its best estimate of the ultimate loss in situations where it assesses the likelihood of loss as probable. As of December 31, 2015 , and March 31, 2015, the Company has not recorded any contingent liability attributable to existing litigation. As of March 31, 2015 , the Company had total contingency reserves of $0.4 million related to the discontinued operations of ConferencePlus which was sold in fiscal year 2012. The contingency reserves are classified as Accrued expenses on the Consolidated Balance Sheets. In the nine months ended December 31, 2015 , a pre-tax gain of $0.4 million resulted from the expiration of an indemnity period and release of a contingency reserve related to the sale of ConferencePlus and was recorded in discontinued operations. Additionally, the Company has a contingent cash consideration payable related to an acquisition. The contingent consideration becomes payable based upon the profitability of the acquired products for post-closing periods through June 30, 2016, and is offset by working capital adjustments and other indemnification claims. The maximum earn-out that could be paid before offsets is $3.5 million . As of December 31, 2015 and March 31, 2015 , the fair value of the contingent consideration liability after offsetting a working capital adjustment and an indemnification claim for warranty obligations was $0.7 million and $1.6 million , respectively (See Note 11 ). |
Short-term Investments (Notes)
Short-term Investments (Notes) | 9 Months Ended |
Dec. 31, 2015 | |
Short-term Investments [Abstract] | |
Short-term Investments | Short-term Investments The following table presents short-term investments as of December 31, 2015 , and March 31, 2015 : (in thousands) December 31, 2015 March 31, 2015 Certificates of deposit $ — $ 7,912 Held-to-maturity, pre-refunded municipal bonds 1,242 15,994 Total short-term investments $ 1,242 $ 23,906 The fair value of investments approximates their carrying amounts due to the short-term nature of these financial assets. |
Fair Value Measurements (Notes)
Fair Value Measurements (Notes) | 9 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements Fair value is defined by ASC 820, Fair Value Measurements and Disclosures (ASC 820) , as the price that would be received upon selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: • Level 1 – Quoted prices in active markets for identical assets and liabilities. • Level 2 – Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. • Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The Company’s money market funds are measured using Level 1 inputs. The contingent consideration described in Note 9 is measured using Level 3 inputs. The following table presents available-for sale securities and non-financial liabilities measured at fair value on a recurring basis as of December 31, 2015 : (in thousands) Total Fair Value Quoted Prices in Significant Other Significant Balance Sheet Assets: Money market funds $ 19,314 $ 19,314 — — Cash and cash Liabilities: Contingent consideration, current $ 714 — — $ 714 Contingent consideration payable The following table presents available-for sale securities and non-financial liabilities measured at fair value on a recurring basis as of March 31, 2015 : (in thousands) Total Fair Value Quoted Prices in Significant Other Significant Balance Sheet Assets: Money market funds $ 2,879 $ 2,879 — — Cash and cash Liabilities: Contingent consideration, current $ 1,184 — — $ 1,184 Contingent consideration payable Contingent consideration, non- $ 400 — — $ 400 Contingent The fair value of the money market funds approximates their carrying amounts due to the short-term nature of these financial assets. In connection with an acquisition in the quarter ended June 30, 2012, payment of a portion of the purchase price is contingent upon the profitability of the acquired products for post-closing periods through June 30, 2016, and may be offset by working capital adjustments and other indemnification claims. The Company estimates the fair value of contingent consideration as the present value of the expected payments over the term of the arrangement based on financial forecasts of future profitability of the acquired products, and reaching the forecast. This estimate is subject to ongoing evaluation. Inputs such as forecasted revenue for the acquired products and acquired product profitability are the most significant drivers of the fair value measurement and are based on full attainment. Significant decreases in any of those inputs would result in a significantly lower fair value measurement. The actual cash payment could range from $1.9 million to $2.7 million of which $1.9 million has been paid through December 31, 2015 . The fair value measurement of contingent consideration as of December 31, 2015 and March 31, 2015 , encompasses the following significant unobservable inputs: ($ in thousands) Unobservable Inputs December 31, 2015 March 31, 2015 Estimated earn-out contingent consideration $ 3,357 $ 3,500 Working capital and other adjustment (444 ) (444 ) Indemnification related to warranty claims (303 ) (303 ) Discount rate 6.3 % 6.3 % Approximate timing of cash flows 0.6 years 1.4 years The following table summarizes contingent consideration activity: (in thousands) Balance as of March 31, 2015 $ 1,584 Contingent consideration – payments (770 ) Contingent consideration – change in fair value in General and Administrative expense (100 ) Balance as of December 31, 2015 $ 714 |
Share Repurchases (Notes)
Share Repurchases (Notes) | 9 Months Ended |
Dec. 31, 2015 | |
Payments for Repurchase of Equity [Abstract] | |
Share Repurchases | Share Repurchases In August 2011, the Board of Directors authorized a share repurchase program whereby the Company may repurchase up to an aggregate of $20.0 million of its outstanding Class A Common Stock (the authorization). There were no shares repurchased under this authorization during the nine months ended December 31, 2015 or December 31, 2014. There was approximately $0.1 million remaining for additional share repurchases under this program as of December 31, 2015 . Additionally, in the nine months ended December 31, 2015 and December 31, 2014, the Company repurchased 75,320 and 219,518 shares of Class A Common Stock, respectively, from certain employees that were surrendered to satisfy the minimum statutory tax withholding obligations on the vesting of restricted stock, RSUs and PSUs. These repurchases are not included in the authorized share repurchase program and had a weighted-average purchase price of $1.15 and $3.16 per share, respectively. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Condensed consolidated financial statements | The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. The Condensed Consolidated Financial Statements have been prepared using generally accepted accounting principles (GAAP) in the United States for interim financial reporting, and consistent with the instructions of Form 10-Q and Article 10 of Regulation S-X, and accordingly they do not include all of the information and footnotes required in the annual consolidated financial statements and accompanying footnotes. The Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and accompanying notes included in the Company’s Annual Report on Form 10-K/A for the year ended March 31, 2015 . All intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and that affect revenue and expenses during the periods reported. Estimates are used when accounting for the allowance for uncollectible accounts receivable, net realizable value of inventory, product warranty accrued, relative selling prices, stock-based compensation, goodwill and intangible assets fair value, depreciation, income taxes, and contingencies, among other things. Actual results could differ from those estimates. |
New Accounting Pronouncements | Recently Issued Accounting Pronouncements Adopted In November 2015, the Financial Accounting Standards Board (FASB) issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes (ASU 2015-17), which requires that all tax liabilities and assets be classified as non-current in a classified statement of financial position. ASU 2015-17 is effective for annual reporting periods beginning after December 15, 2016. In the quarter ended December 31, 2015, the Company early adopted ASU 2015-17 with retrospective application, which resulted in the following reclassification from current deferred income taxes to non-current deferred income taxes on the Consolidated Balance Sheets as of March 31, 2015: Balance Sheet Classification March 31, 2015 (As Reported) Reclassification March 31, 2015 (As Reclassified) Deferred income taxes $ 1,043 $ (1,043 ) $ — Deferred income tax liability $ 1,089 $ (1,043 ) $ 46 In September 2015, the FASB issued ASU 2015-16, Business Combinations: Simplifying the Accounting for Measurement-Period Adjustments (ASU 2015-16), which eliminates the requirement to retroactively account for measurement-period adjustments to provisional amounts recognized in a business combination. Under the new guidance, the measurement-period adjustments must be recognized in the period in which adjustments are determined, including the effect on earnings of any amounts that would have been recorded in previous periods. The standard is effective for the Company's financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted for financial statements that have not been previously issued. The Company adopted this guidance in the second quarter of fiscal year 2016 with no impact on the Consolidated Financial Statements because there were no open measurement periods. Recently Issued Accounting Pronouncements Not Yet Adopted In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory (ASU 2015-11). The core principle of the guidance is that an entity should measure inventory at the "lower of cost and net realizable value" and options that currently exist for "market value" will be eliminated. The ASU defines net realizable value as the "estimated selling prices in the ordinary course of business, less reasonably predictable cost of completion, disposal, and transportation." The standard is effective for the Company's financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on its Consolidated Financial Statements or related disclosures. In June 2015, the FASB issued ASU No. 2015-10, Technical Corrections and Improvements (ASU 2015-10) , which covers a wide range of topics in the FASB Accounting Standards Codification (the Codification). The amendments in this update represent changes to clarify the Codification, correct unintended application of guidance, or make minor improvements to the Codification that are not expected to have a significant effect of current accounting practice or create a significant administrative cost at most entities. The amendments in ASU 2015-10 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. Early application is permitted. The Company does not expect the adoption of this standard to have a material impact on its Consolidated Financial Statements or related disclosures. In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (ASU 2014-15) , to provide guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and to provide related footnote disclosures. The amendments in this update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company does not expect the adoption of ASU 2014-15 to have a significant impact on its Consolidated Financial Statements or related disclosures. In May 2014, the FASB issued ASU No. 2014-09, Revenue From Contracts With Customers (ASU 2014-09) , that outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The ASU is based on the principle that an entity should recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. Entities have the option of using either a full retrospective or a modified retrospective approach for the adoption of the new standard. ASU 2014-09 was originally effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period and early adoption was not permitted. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date , as a revision to ASU 2014-09, which revised the effective date to fiscal years, and interim periods within those years, beginning after December 15, 2017. Early adoption is permitted, but not prior to periods beginning after December 15, 2016 (the original adoption date per ASU 2014-09). The Company is currently assessing the transition methods and impact these ASUs will have on its Consolidated Financial Statements. |
Inventory | Inventories are stated at the lower of first-in, first-out cost or market value. |
Fair Value Measurement | Fair value is defined by ASC 820, Fair Value Measurements and Disclosures (ASC 820) , as the price that would be received upon selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: • Level 1 – Quoted prices in active markets for identical assets and liabilities. • Level 2 – Quoted prices in active markets for similar assets and liabilities, or other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. • Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets and liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
New Accounting Pronouncement, Early Adoption [Table Text Block] | In November 2015, the Financial Accounting Standards Board (FASB) issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes (ASU 2015-17), which requires that all tax liabilities and assets be classified as non-current in a classified statement of financial position. ASU 2015-17 is effective for annual reporting periods beginning after December 15, 2016. In the quarter ended December 31, 2015, the Company early adopted ASU 2015-17 with retrospective application, which resulted in the following reclassification from current deferred income taxes to non-current deferred income taxes on the Consolidated Balance Sheets as of March 31, 2015: Balance Sheet Classification March 31, 2015 (As Reported) Reclassification March 31, 2015 (As Reclassified) Deferred income taxes $ 1,043 $ (1,043 ) $ — Deferred income tax liability $ 1,089 $ (1,043 ) $ 46 |
Restructuring Charge (Tables)
Restructuring Charge (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Restructuring Charges [Abstract] | |
Restructuring charges | Total liability for restructuring charges and their utilization for the nine months ended December 31, 2015 , and 2014 , are summarized as follows: Nine months ended December 31, 2015 Nine months ended December 31, 2014 (in thousands) Employee-related Other costs Total Employee-related Liability at beginning of period $ 15 $ 2,788 $ 2,803 $ 57 Charged 17 — 17 55 Paid (32 ) (869 ) (901 ) (112 ) Liability at end of period $ — $ 1,919 $ 1,919 $ — |
Interim Segment Information (Ta
Interim Segment Information (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment information | Segment information for the three and nine months ended December 31, 2015 , and 2014 is set forth below: Three months ended December 31, 2015 (in thousands) IBW CSG Total Revenue $ 8,680 $ 11,535 $ 20,215 Cost of revenue 5,361 6,891 12,252 Gross profit 3,319 4,644 7,963 Gross margin 38.2 % 40.3 % 39.4 % Research and development 2,701 2,192 4,893 Segment profit (loss) $ 618 $ 2,452 3,070 Operating expenses: Sales and marketing 3,900 General and administrative 2,627 Intangible amortization 1,418 Restructuring — Operating income (loss) (4,875 ) Other income (expense), net 85 Income tax benefit (expense) (7 ) Net income (loss) from continuing operations $ (4,797 ) Three months ended December 31, 2014 (in thousands) IBW CSG Total Revenue $ 5,414 $ 8,629 $ 14,043 Cost of revenue 3,504 6,144 9,648 Gross profit 1,910 2,485 4,395 Gross margin 35.3 % 28.8 % 31.3 % Research and development 2,342 2,011 4,353 Segment profit (loss) $ (432 ) $ 474 42 Operating expenses: Sales and marketing 2,719 General and administrative 2,797 Intangible amortization 1,562 Restructuring — Goodwill impairment 20,547 Operating income (loss) (27,583 ) Other income (expense), net (29 ) Income tax benefit (expense) 72 Net income (loss) from continuing operations $ (27,540 ) Nine months ended December 31, 2015 (in thousands) IBW CSG Total Revenue $ 28,569 $ 38,730 $ 67,299 Cost of revenue 16,702 23,974 40,676 Gross profit 11,867 14,756 26,623 Gross margin 41.5 % 38.1 % 39.6 % Research and development 8,638 5,966 14,604 Segment profit (loss) $ 3,229 $ 8,790 12,019 Operating expenses: Sales and marketing 11,209 General and administrative 8,089 Intangible amortization 4,249 Restructuring 17 Operating income (loss) (11,545 ) Other income (expense), net 62 Income tax benefit (expense) 75 Net income (loss) from continuing operations $ (11,408 ) Nine months ended December 31, 2014 (in thousands) IBW CSG Total Revenue $ 30,632 $ 34,882 $ 65,514 Cost of revenue 18,543 24,827 43,370 Gross profit 12,089 10,055 22,144 Gross margin 39.5 % 28.8 % 33.8 % Research and development 6,640 6,488 13,128 Segment profit (loss) $ 5,449 $ 3,567 9,016 Operating expenses: Sales and marketing 9,064 General and administrative 9,131 Intangible amortization 4,857 Restructuring 55 Goodwill impairment 31,997 Operating income (loss) (46,088 ) Other income (expense), net 16 Income tax benefit (expense) 170 Net income (loss) from continuing operations $ (45,902 ) |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Inventory, Net [Abstract] | |
Components of inventories | The components of inventories are as follows: (in thousands) December 31, 2015 March 31, 2015 Raw materials $ 5,823 $ 5,392 Work-in-process 170 189 Finished goods 8,078 10,624 Total inventories $ 14,071 $ 16,205 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Share-based Compensation [Abstract] | |
Stock-based compensation expense | The following table is a summary of total stock-based compensation expense resulting from stock options, restricted stock, restricted stock units (RSUs) and performance stock units (PSUs), during the three and nine months ended December 31, 2015 , and 2014 : Three months ended December 31, Nine months ended December 31, (in thousands) 2015 2014 2015 2014 Stock-based compensation expense $ 264 $ 514 $ 974 $ 1,628 Income tax benefit — — — — Total stock-based compensation expense after taxes $ 264 $ 514 $ 974 $ 1,628 |
Stock option activity | Stock option activity for the nine months ended December 31, 2015 , is as follows: Shares Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (1) (in thousands) Outstanding on March 31, 2015 1,170,515 $ 2.20 2.9 $ — Granted 1,312,500 1.21 Exercised — — Forfeited (292,500 ) 1.53 Expired (403,015 ) 2.37 Outstanding on December 31, 2015 1,787,500 $ 1.54 5.1 $ 72 (1) The intrinsic value for the stock options is calculated based on the difference between the exercise price of the underlying awards and the Westell Technologies’ closing stock price as of the reporting date |
Restricted stock activity | Restricted Stock The following table sets forth restricted stock activity for the nine months ended December 31, 2015 : Shares Weighted-Average Grant Date Fair Value Non-vested as of March 31, 2015 170,000 $ 2.98 Granted 110,000 1.18 Vested (62,500 ) 2.94 Forfeited — — Non-vested as of December 31, 2015 217,500 $ 2.07 RSUs The following table sets forth the RSU activity for the nine months ended December 31, 2015 : Shares Weighted-Average Grant Date Fair Value Non-vested as of March 31, 2015 1,409,750 $ 2.72 Granted 1,142,500 1.20 Vested (192,000 ) 2.75 Forfeited (657,875 ) 2.19 Non-vested as of December 31, 2015 1,702,375 $ 1.90 PSUs The PSUs vest in annual increments based on the achievement of pre-established Company performance goals and continued employment. The number of PSUs earned, if any, can range from 0% to 200% of the target amount, depending on actual performance for four fiscal years following the grant date. Upon vesting, the PSUs convert into shares of Class A Common Stock on a one-for-one basis. The following table sets forth the PSU activity for the nine months ended December 31, 2015 : Shares Weighted-Average Grant Date Fair Value Non-vested as of March 31, 2015 (at target) 181,888 $ 3.14 Granted, at target — — Vested (25,767 ) 2.47 Forfeited (92,046 ) 3.22 Non-vested as of December 31, 2015 (at target) 64,075 $ 3.29 |
Product Warranties (Tables)
Product Warranties (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Product Warranties Disclosures [Abstract] | |
Changes in Company's product warranty reserve | The following table presents the changes in the Company’s product warranty reserve: Three months ended December 31, Nine months ended December 31, (in thousands) 2015 2014 2015 2014 Total product warranty reserve at the beginning of the period $ 520 $ 666 $ 505 $ 328 Warranty expense to cost of revenue 75 64 229 474 Utilization (23 ) (35 ) (162 ) (107 ) Total product warranty reserve at the end of the period $ 572 $ 695 $ 572 $ 695 |
Commitments and Contingencies26
Commitments and Contingencies (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | Future obligations and commitments as of December 31, 2015 , consisted of the following: Payments due within (in thousands) Year 1 Year 2 Year 3 Year 4 Year 5 Thereafter Total Purchase obligations (1) $ 8,932 $ — $ — $ — $ — $ — $ 8,932 Future minimum operating lease payments 3,184 1,573 280 87 — — 5,124 Contingent consideration 714 — — — — — 714 Future obligations and commitments $ 12,830 $ 1,573 $ 280 $ 87 $ — $ — $ 14,770 (1) A reserve for a net loss on firm purchase commitments of $349,000 and $675,000 is recorded on the balance sheet as of December 31, 2015 and March 31, 2015, respectively. |
Short-term Investments (Tables)
Short-term Investments (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Short-term Investments [Abstract] | |
Short-term investments | The following table presents short-term investments as of December 31, 2015 , and March 31, 2015 : (in thousands) December 31, 2015 March 31, 2015 Certificates of deposit $ — $ 7,912 Held-to-maturity, pre-refunded municipal bonds 1,242 15,994 Total short-term investments $ 1,242 $ 23,906 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Assets and liabilities measured at fair value on a recurring basis and their related valuation inputs | The following table presents available-for sale securities and non-financial liabilities measured at fair value on a recurring basis as of December 31, 2015 : (in thousands) Total Fair Value Quoted Prices in Significant Other Significant Balance Sheet Assets: Money market funds $ 19,314 $ 19,314 — — Cash and cash Liabilities: Contingent consideration, current $ 714 — — $ 714 Contingent consideration payable The following table presents available-for sale securities and non-financial liabilities measured at fair value on a recurring basis as of March 31, 2015 : (in thousands) Total Fair Value Quoted Prices in Significant Other Significant Balance Sheet Assets: Money market funds $ 2,879 $ 2,879 — — Cash and cash Liabilities: Contingent consideration, current $ 1,184 — — $ 1,184 Contingent consideration payable Contingent consideration, non- $ 400 — — $ 400 Contingent |
Fair value measurement of contingent consideration | The fair value measurement of contingent consideration as of December 31, 2015 and March 31, 2015 , encompasses the following significant unobservable inputs: ($ in thousands) Unobservable Inputs December 31, 2015 March 31, 2015 Estimated earn-out contingent consideration $ 3,357 $ 3,500 Working capital and other adjustment (444 ) (444 ) Indemnification related to warranty claims (303 ) (303 ) Discount rate 6.3 % 6.3 % Approximate timing of cash flows 0.6 years 1.4 years |
Summarizes contingent consideration activity | The following table summarizes contingent consideration activity: (in thousands) Balance as of March 31, 2015 $ 1,584 Contingent consideration – payments (770 ) Contingent consideration – change in fair value in General and Administrative expense (100 ) Balance as of December 31, 2015 $ 714 |
Basis of Presentation (Details)
Basis of Presentation (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 31, 2015 |
New Accounting Pronouncement, Early Adoption [Line Items] | ||
Deferred Tax Assets, Net of Valuation Allowance, Current | $ 0 | |
Deferred income tax liability | $ 75 | 46 |
Scenario, Previously Reported [Member] | ||
New Accounting Pronouncement, Early Adoption [Line Items] | ||
Deferred Tax Assets, Net of Valuation Allowance, Current | 1,043 | |
Deferred income tax liability | 1,089 | |
Restatement Adjustment [Member] | ||
New Accounting Pronouncement, Early Adoption [Line Items] | ||
Deferred Tax Assets, Net of Valuation Allowance, Current | (1,043) | |
Deferred income tax liability | $ (1,043) |
Basis of Presentation (Details
Basis of Presentation (Details Textual) | Mar. 02, 2014 | Apr. 02, 2013 |
Kentrox [Member] | ||
Business Acquisition [Line Items] | ||
Equity Method Investment, Ownership Percentage | 100.00% | |
CSI [Member] | ||
Business Acquisition [Line Items] | ||
Equity Method Investment, Ownership Percentage | 100.00% |
Restructuring Charge (Details)
Restructuring Charge (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Restructuring charges | |||||
Liability at beginning of period | $ 2,803 | ||||
Charged | $ 0 | $ 3,200 | $ 0 | 17 | $ 55 |
Paid | (901) | ||||
Liability at end of period | 1,919 | 2,803 | 1,919 | ||
Employee Severance [Member] | |||||
Restructuring charges | |||||
Liability at beginning of period | 0 | 15 | 57 | ||
Charged | 17 | 55 | |||
Paid | (32) | (112) | |||
Liability at end of period | 0 | 15 | $ 0 | 0 | $ 0 |
Other Restructuring [Member] | |||||
Restructuring charges | |||||
Liability at beginning of period | 2,788 | ||||
Charged | 0 | ||||
Paid | (869) | ||||
Liability at end of period | $ 1,919 | $ 2,788 | $ 1,919 |
Restructuring Charge (Details T
Restructuring Charge (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Restructuring Charge (Textual) [Abstract] | |||||
Restructuring | $ 0 | $ 3,200 | $ 0 | $ 17 | $ 55 |
Impairment of Leasehold | 2,700 | ||||
Unpaid balance of restructuring charges | 1,919 | 2,803 | 1,919 | ||
Restructuring Reserve, Current | 1,092 | 1,161 | 1,092 | ||
Restructuring Reserve, Noncurrent | $ 827 | $ 1,642 | $ 827 |
Interim Segment Information (De
Interim Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment information | |||||
Revenue | $ 20,215 | $ 14,043 | $ 67,299 | $ 65,514 | |
Cost of revenue | 12,252 | 9,648 | 40,676 | 43,370 | |
Gross profit | $ 7,963 | $ 4,395 | $ 26,623 | $ 22,144 | |
Gross margin | 39.40% | 31.30% | 39.60% | 33.80% | |
Research and development | $ 4,893 | $ 4,353 | $ 14,604 | $ 13,128 | |
Segment profit (loss) | 3,070 | 42 | 12,019 | 9,016 | |
Operating expenses: | |||||
Sales and marketing | 3,900 | 2,719 | 11,209 | 9,064 | |
General and administrative | 2,627 | 2,797 | 8,089 | 9,131 | |
Intangible amortization | 1,418 | 1,562 | 4,249 | 4,857 | |
Restructuring | 0 | $ 3,200 | 0 | 17 | 55 |
Goodwill impairment | 20,547 | 31,997 | |||
Operating income (loss) | (4,875) | (27,583) | (11,545) | (46,088) | |
Other income (expense), net | 85 | (29) | 62 | 16 | |
Income tax benefit (expense) | (7) | 72 | 75 | 170 | |
Net income (loss) from continuing operations | (4,797) | (27,540) | (11,408) | (45,902) | |
IBW [Member] | |||||
Segment information | |||||
Revenue | 8,680 | 5,414 | 28,569 | 30,632 | |
Cost of revenue | 5,361 | 3,504 | 16,702 | 18,543 | |
Gross profit | $ 3,319 | $ 1,910 | $ 11,867 | $ 12,089 | |
Gross margin | 38.20% | 35.30% | 41.50% | 39.50% | |
Research and development | $ 2,701 | $ 2,342 | $ 8,638 | $ 6,640 | |
Segment profit (loss) | 618 | (432) | 3,229 | 5,449 | |
CSG [Member] | |||||
Segment information | |||||
Revenue | 11,535 | 8,629 | 38,730 | 34,882 | |
Cost of revenue | 6,891 | 6,144 | 23,974 | 24,827 | |
Gross profit | $ 4,644 | $ 2,485 | $ 14,756 | $ 10,055 | |
Gross margin | 40.30% | 28.80% | 38.10% | 28.80% | |
Research and development | $ 2,192 | $ 2,011 | $ 5,966 | $ 6,488 | |
Segment profit (loss) | $ 2,452 | $ 474 | $ 8,790 | $ 3,567 |
Interim Segment Information (34
Interim Segment Information (Details Textual) | 9 Months Ended |
Dec. 31, 2015segments | |
Segment Reporting [Abstract] | |
Number of Reportable Segments | 2 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 31, 2015 |
Components of inventories | ||
Raw materials | $ 5,823 | $ 5,392 |
Work-in-process | 170 | 189 |
Finished goods | 8,078 | 10,624 |
Total inventories | $ 14,071 | $ 16,205 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Stock-based compensation expense | ||||
Stock-based compensation expense | $ 264 | $ 514 | $ 974 | $ 1,628 |
Income tax benefit | 0 | 0 | 0 | 0 |
Total stock-based compensation expense after taxes | $ 264 | $ 514 | $ 974 | $ 1,628 |
Stock-Based Compensation (Det37
Stock-Based Compensation (Details 1) - Employee Stock Option [Member] - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Mar. 31, 2015 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Outstanding on March 31, 2015 | 1,170,515 | ||
Granted | 1,312,500 | ||
Exercised | 0 | ||
Forfeited | (292,500) | ||
Expired | (403,015) | ||
Outstanding on December 31, 2015 | 1,787,500 | 1,170,515 | |
Weighted-Average Exercise Price Per Share, Outstanding on March 31, 2015 | $ 2.20 | ||
Weighted-Average Exercise Price Per Share, Granted | 1.21 | ||
Weighted-Average Exercise Price Per Share, Exercised | 0 | ||
Weighted-Average Exercise Price Per Share, Forfeited | 1.53 | ||
Weighted-Average Exercise Price Per Share, Expired | 2.37 | ||
Weighted-Average Exercise Price Per Share, Outstanding on December 31, 2015 | $ 1.54 | $ 2.20 | |
Weighted-Average Remaining Contractual Term (in years), Outstanding on March 31, 2015 | 5 years 26 days | 2 years 10 months 24 days | |
Weighted-Average Remaining Contractual Term (in years), Outstanding on December 31, 2015 | 5 years 26 days | 2 years 10 months 24 days | |
Aggregate Intrinsic Value, Outstanding on March 31, 2015 | [1] | $ 0 | |
Aggregate Intrinsic Value, Outstanding on December 31, 2015 | [1] | $ 72 | $ 0 |
[1] | The intrinsic value for the stock options is calculated based on the difference between the exercise price of the underlying awards and the Westell Technologies’ closing stock price as of the reporting date |
Stock-Based Compensation (Det38
Stock-Based Compensation (Details 2) | 9 Months Ended |
Dec. 31, 2015$ / sharesshares | |
Restricted Stock [Member] | |
Restricted stock activity | |
Non-vested as of March 31, 2015 | shares | 170,000 |
Granted | shares | 110,000 |
Vested | shares | (62,500) |
Forfeited | shares | 0 |
Non-vested as of December 31, 2015 | shares | 217,500 |
Weighted-Average Grant Date Fair Value, Non-vested as of March 31, 2015 | $ / shares | $ 2.98 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | 1.18 |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | 2.94 |
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares | 0 |
Weighted-Average Grant Date Fair Value, Non-vested as of December 31, 2015 | $ / shares | $ 2.07 |
Restricted Stock Units (RSUs) [Member] | |
Restricted stock activity | |
Non-vested as of March 31, 2015 | shares | 1,409,750 |
Granted | shares | 1,142,500 |
Vested | shares | (192,000) |
Forfeited | shares | (657,875) |
Non-vested as of December 31, 2015 | shares | 1,702,375 |
Weighted-Average Grant Date Fair Value, Non-vested as of March 31, 2015 | $ / shares | $ 2.72 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | 1.20 |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | 2.75 |
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares | 2.19 |
Weighted-Average Grant Date Fair Value, Non-vested as of December 31, 2015 | $ / shares | $ 1.90 |
Performance Shares [Member] | |
Restricted stock activity | |
Non-vested as of March 31, 2015 | shares | 181,888 |
Granted | shares | 0 |
Vested | shares | (25,767) |
Forfeited | shares | (92,046) |
Non-vested as of December 31, 2015 | shares | 64,075 |
Weighted-Average Grant Date Fair Value, Non-vested as of March 31, 2015 | $ / shares | $ 3.14 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | 0 |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | 2.47 |
Weighted-Average Grant Date Fair Value, Forfeited | $ / shares | 3.22 |
Weighted-Average Grant Date Fair Value, Non-vested as of December 31, 2015 | $ / shares | $ 3.29 |
Stock-Based Compensation (Det39
Stock-Based Compensation (Details Textual) - $ / shares | 9 Months Ended | |
Dec. 31, 2015 | Sep. 16, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.46 | |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Potential PSU attainment range | 0.00% | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Potential PSU attainment range | 200.00% | |
2014 Stock Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting schedule of equal annual installments | 4 years | |
2015 Omnibus Incentive Compensation Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common Stock, Capital Shares Reserved for Future Issuance | 10,018,133 | |
Restricted Stock Units (RSUs) [Member] | 2015 Omnibus Incentive Compensation Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting schedule of equal annual installments | 3 years | |
Restricted Stock [Member] | 2015 Omnibus Incentive Compensation Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting schedule of equal annual installments | 1 year |
Product Warranties (Details)
Product Warranties (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Changes in Company's standard product warranty reserve [Roll Forward] | ||||
Total product warranty reserve at the beginning of the period | $ 520 | $ 666 | $ 505 | $ 328 |
Warranty expense to cost of revenue | 75 | 64 | 229 | 474 |
Utilization | (23) | (35) | (162) | (107) |
Total product warranty reserve at the end of the period | $ 572 | $ 695 | $ 572 | $ 695 |
Product Warranties (Details Tex
Product Warranties (Details Textual) - USD ($) $ in Thousands | 9 Months Ended | |
Dec. 31, 2015 | Mar. 31, 2015 | |
Product Warranties (Textual) [Abstract] | ||
Current portions of warranty reserve | $ 411 | $ 383 |
Non-current portions of the warranty reserve | $ 161 | $ 122 |
CSG [Member] | Minimum [Member] | ||
Product Warranties (Textual) [Abstract] | ||
Standard Product Warranty Description | P1Y | |
CSG [Member] | Maximum [Member] | ||
Product Warranties (Textual) [Abstract] | ||
Standard Product Warranty Description | P7Y | |
IBW [Member] | Minimum [Member] | ||
Product Warranties (Textual) [Abstract] | ||
Standard Product Warranty Description | P1Y | |
IBW [Member] | Maximum [Member] | ||
Product Warranties (Textual) [Abstract] | ||
Standard Product Warranty Description | P5Y |
Variable Interest Entity and 42
Variable Interest Entity and Guarantee (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | Apr. 02, 2013 | |
Concentration Risk [Line Items] | ||||||
Revenue | $ 20,215 | $ 14,043 | $ 67,299 | $ 65,514 | ||
AKA [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Equity Method Investments | 100 | 100 | $ 100 | |||
Revenue | 1,100 | $ 300 | 2,500 | $ 1,400 | ||
Accounts Receivable, Net, Current | 1,000 | 1,000 | 400 | |||
Deferred Revenue | 1,600 | 1,600 | $ 1,100 | |||
Guarantor Obligations, Maximum Exposure, Undiscounted | $ 700 | $ 700 | ||||
AKA [Member] | ||||||
Concentration Risk [Line Items] | ||||||
Equity Method Investment, Ownership Percentage | 50.00% |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Taxes (Textual) [Abstract] | ||||
Income tax benefit (expense) | $ (7) | $ 72 | $ 75 | $ 170 |
Effective tax rate | 1.00% | 0.20% |
Commitments and Contingencies44
Commitments and Contingencies (Details) - USD ($) | Dec. 31, 2015 | Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Purchase Obligation, Due in Next Twelve Months | [1] | $ 8,932,000 | |
Purchase Obligation | [1] | 8,932,000 | |
Future minimum operating lease payments Due, Next Twelve Months | 3,184,000 | ||
Future minimum operating lease payments, Due in Two Years | 1,573,000 | ||
Future minimum operating lease payments, Due in Three Years | 280,000 | ||
Future minimum operating lease payments, Due in Four Years | 87,000 | ||
Future minimum operating lease payments Due | 5,124,000 | ||
Contingent consideration, Due in Next Twelve Months | 714,000 | ||
Contingent Consideration | 714,000 | ||
Future obligations and commitments, Due in Next Twelve Months | 12,830,000 | ||
Future obligations and commitments, Due in Second Year | 1,573,000 | ||
Future obligations and commitments, Due in Third Year | 280,000 | ||
Future obligations and commitments, Due in Fourth Year | 87,000 | ||
Future obligations and commitments | 14,770,000 | $ 17,200,000 | |
Reserve on Firm Purchase Commitments | $ 349,000 | $ 675,000 | |
[1] | A reserve for a net loss on firm purchase commitments of $349,000 and $675,000 is recorded on the balance sheet as of December 31, 2015 and March 31, 2015, respectively |
Commitments and Contingencies45
Commitments and Contingencies (Details Textual) - USD ($) $ in Thousands | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2015 | |
Loss Contingencies [Line Items] | |||
Increase (decrease) in future obligations and commitments | $ (2,400) | ||
Future obligations and commitments | 14,770 | $ 17,200 | |
Payments for Previous Acquisition | 770 | $ 1,104 | |
Total contingent reserves related to intellectual property and indemnification claims | 400 | ||
gain (loss) on contingency settlement disco | 400 | ||
Maximum ANTONE earn-out that could be paid before offsets | 3,500 | ||
Fair value of contingent consideration liability after offset of working capital adjustment and indemnification claim | $ 714 | $ 1,584 |
Short-term Investments (Details
Short-term Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 31, 2015 |
Schedule of Investments [Line Items] | ||
Certificates of deposit | $ 7,912 | |
Held-to-maturity, pre-refunded municipal bonds | $ 1,242 | 15,994 |
Total short-term investments | $ 1,242 | $ 23,906 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Mar. 31, 2015 |
Assets and liabilities measured at fair value on a recurring basis and their related valuation inputs | ||
Contingent consideration payable | $ 714 | $ 1,184 |
Contingent consideration payable non-current | 400 | |
Recurring [Member] | Cash and cash equivalents [Member] | ||
Assets and liabilities measured at fair value on a recurring basis and their related valuation inputs | ||
Money market funds | 19,314 | 2,879 |
Recurring [Member] | Accrued Liabilities [Member] | ||
Assets and liabilities measured at fair value on a recurring basis and their related valuation inputs | ||
Contingent consideration payable | 714 | 1,184 |
Recurring [Member] | Contingent consideration non-current [Member] | ||
Assets and liabilities measured at fair value on a recurring basis and their related valuation inputs | ||
Contingent consideration payable non-current | 400 | |
Recurring [Member] | Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Cash and cash equivalents [Member] | ||
Assets and liabilities measured at fair value on a recurring basis and their related valuation inputs | ||
Money market funds | 19,314 | 2,879 |
Recurring [Member] | Unobservable Inputs (Level 3) [Member] | Accrued Liabilities [Member] | ||
Assets and liabilities measured at fair value on a recurring basis and their related valuation inputs | ||
Contingent consideration payable | $ 714 | 1,184 |
Recurring [Member] | Unobservable Inputs (Level 3) [Member] | Contingent consideration non-current [Member] | ||
Assets and liabilities measured at fair value on a recurring basis and their related valuation inputs | ||
Contingent consideration payable non-current | $ 400 |
Fair Value Measurements (Deta48
Fair Value Measurements (Details 1) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Mar. 31, 2015 | |
Fair value measurement of contingent consideration | ||
Maximum ANTONE earn-out that could be paid before offsets | $ 3,500 | |
Unobservable Inputs (Level 3) [Member] | ||
Fair value measurement of contingent consideration | ||
Maximum ANTONE earn-out that could be paid before offsets | 3,357 | $ 3,500 |
Working capital and other adjustment | (444) | (444) |
Indemnification related to warranty claims | $ (303) | $ (303) |
Discount rate | 6.30% | 6.30% |
Approximate timing of cash flows | 7 months 9 days | 1 year 4 months 10 days |
Fair Value Measurements (Deta49
Fair Value Measurements (Details 2) $ in Thousands | 9 Months Ended |
Dec. 31, 2015USD ($) | |
Summarizes contingent consideration activity | |
Balance as of March 31, 2015 | $ 1,584 |
Contingent consideration – payments | (770) |
Contingent consideration – change in fair value in General and Administrative expense | (100) |
Balance as of December 31, 2015 | $ 714 |
Fair Value Measurements (Deta50
Fair Value Measurements (Details Textual) $ in Millions | Dec. 31, 2015USD ($) |
Fair Value Disclosures [Abstract] | |
BusinessCombinationContingentConsiderationArrangementsRangeNetOfOutcomesValueLow | $ 1.9 |
BusinessCombinationContingentConsiderationArrangementsNetRangeOfOutcomesValueHigh | 2.7 |
cumulative payment for contingent consideration | $ 1.9 |
Share Repurchases (Details Text
Share Repurchases (Details Textual) - Class A Common Stock - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Aug. 31, 2011 | |
August 2011 authorization [Member] | |||
Share Repurchases (Textual) [Abstract] | |||
Stock Repurchase Program | $ 20 | ||
Treasury Stock, Shares, Acquired | 0 | 0 | |
Stock Repurchase Program Remaining Authorized Repurchases Amount | $ 0.1 | ||
Outside of Publically Announced Repurchase Program [Member] | |||
Share Repurchases (Textual) [Abstract] | |||
Treasury Stock, Shares, Acquired | 75,320 | 219,518 | |
Treasury stock acquired volume weighted-average price | $ 1.15 | $ 3.16 |